Vicat : 20240311_2023 URD_VICAT

Universal

Registration

Document

Including the Annual Financial Report

2023

INTERVIEW WITH GUY SIDOS, CHAIRMAN AND CHIEF EXECUTIVE OFFICER - 02 STRATEGY OF THE GROUP - 04

FINANCIAL INDICATORS - 08 GLOBAL PRESENCE - 10

1

2

3

4

5

Presentation of the Group	13
1.1	Description of businesses			14
AFR
1.2	History	23
1.3	Simplified organizational chart	25
1.4	Overview of Group performance and markets	26
1.5	R&D and product and solution innovation	34

Risks and Internal Control			37
AFR
2.1	Operational risks	38
2.2	Risks related to environmental responsibility	41
2.3	Legal risks	41
2.4	Financial risks	42	6
2.5	Internal control and risk coverage	43
2023 Statement of Extra-Financial
Performance			47
AFR
Vicat's Business Model	48
Identification and alignment of top sustainability
challenges	50
Description of the sustainability challenges	51	7
Governance adapted to the challenges	53

3.1 Vicat Group's contributions to sustainability issues 54

3.2 The EU Taxonomy

91

3.3 Statement of Extra-Financial Performance in figures 97

3.4 Notes on methodology

100

3.5 Report by the independent third-party organisation ontheconsolidated non-financial statement included

	in the group management report	103
3.6	Report on the Company's policy		8
	on professional and wage equality
	(article 3.6-225-37-1-1 of the French
	Commercial Code)	106
Capital and shareholding	111
4.1	Company information	112	9
4.2	Share capital information	113
4.3	Shareholding	115
4.4	Changes to the share price	120

4.5 Investor relations and documents

	available to the public	121
Report on corporate governance	123
5.1	Frame of reference for corporate governance	124
5.2	Governance bodies			124
AFR
5.3	Compensation policy for Company officers	143

5.4 Elements of compensation paid or allocated

in respect of 2023 ("ex post")

149

5.5 Draft resolutions on compensation submitted to the Ordinary General Meeting

of April 12, 2024	157
AFR

5.6 Compensation policy for non-executive

Company directors

158

5.7 Shareholding of the Company officers and transactions conducted by members of the Board of Directors

in the Company's shares

AFR

159

5.8 Policy of allocating share options

and free allocations of shares

160

5.9 Report of the statutory auditors drawn up pursuant to the provisions of article L. 225-235 of the French Commercial Code and the report on corporate

governance	161
5.10 Operations with related parties	161

Comments over the year	165
6.1 Key figures			167
AFR

6.2 Examination of the financial position

	and results	AFR				168
6.3	Cash flow and equity			175
AFR
6.4	Investments	183
6.5	Outlook for 2024	185
Financial information	187

7.1 Consolidated financial statements

	at December 31, 2023	AFR		188
7.2
Separate financial statements
	at December 31, 2023	AFR		236
7.3
Legal and arbitration proceedings	256

7.4 Significant changes to the financial

or commercial position	256
General Meeting	259

8.1 Agenda for the Ordinary General Meeting

of April 12, 2024

260

8.2 Draft resolutions for the Ordinary General

Meeting of April 12, 2024	261
Additional information	265

9.1 Information on the Universal Registration

Document

AFR

266

9.2 Persons responsible for the audit

of the financial statements	267
9.3 Information on subsidiaries
and shareholdings	268
Cross-reference tables	272
Glossary	277

The annual financial report data are clearly identified in the table of contents via the AFR pictogram.

2 0 2 3

U N I V E R S A L R E G I S T R A T I O N D O C U M E N T

including the Annual Financial Report

Present in 12 countries, the Vicat Group develops an offering of mineral and bio-based materials and services that meet the needs of the construction industry. Everywhere that its cement plants, aggregate quarries, and concrete batching plants are located, Vicat endeavors to produce locally and develop the regions and employment. For many years, the Group has been committed to the ecological transition by reducing the carbon footprint of all of its activities and by deploying a circular economy model, and protecting biodiversity.

Despite inflation, the Group's 2023 performance is improving, demonstrating the relevance of its business model. Business remained stable in all markets. Industrial performance and price increases helped improve the Group's results.

Backed by a healthy financial situation and strong cash flow generation, enabling a reduction in debt, Vicat is pursuing its profitable and sustainable growth targets, resolutely focused on decarbonizing its businesses, as shown by moves to modernize its plants, particularly in Senegal, and the activated clay projects at other sites.

This document is a non-certified translation of the original French text for information purposes only.

The declaration by the person responsible for the document is not applicable to this translation and is therefore not included herein. The French version of this Universal Registration Document was filed on March 11, 2024 with the AMF, the French financial markets authority, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of this regulation. The

Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The set of documents is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This is a translation into English of the Universal Registration Document of the Company issued in French and it is available on the website of the Issuer.

VICAT - 2023 UNIVERSAL REGISTRATION DOCUMENT

1

GUY SIDOS EDITORIAL

With its successes and the prospects it opens up, 2023 confirmed the relevance of Group Vicat's development model.

Guy SIDOS

Chairman and

Chief Executive Officer

2 2023 UNIVERSAL REGISTRATION DOCUMENT - VICAT

In the four continents of our geographies, our employees demonstrate exceptional devotion

and expertise.

GUY SIDOS EDITORIAL

With its successes and the prospects it opens up, 2023 confirmed the relevance of Group Vicat's development model.

Concentrated in cement, our basic business, Vicat finds its resilience in its geographical diversification (12 countries of operation in 2023) where we produce locally, for local needs, with a local workforce.

Our cement offering is rounded out with ready-mixed concrete, aggregates and waste recovery, when allowed by the market. In certain geographies, other products and services are offered: finishing products in France; railroad sleepers in Switzerland; transport in France, Switzerland and the United States.

A second reason for our resilience stems from the regular modernization of our equipment. In 2023, the new Ragland kiln strengthened Vicat's significant presence in the United States by doubling our production capacity and reducing production costs and the plant's carbon footprint with a reduction objective of 30%. In 2024, our Rufisque plant in Senegal will do likewise.

A third reason for this resilience stems from the efficiency of our

applied research. The launch of the DECA low-carbon concrete range; the marketing of Carat, the carbon negative cement; of Lithosys, the revolutionary concrete 3D printing solution; of the VITO lands cleaning offering; of Collimix Revolution, the very low carbon tile bonding... are all examples of practical developments born of research on these products but also on manufacturing processes, as illustrated by the development of clay activation technologies in the Argilor project or the incorporation of raw clays in partnership with the Materrup start-up.

The last and most important reason for this resilience: the commitment of our teams. In the four continents of our geographies, our employees demonstrate exceptional devotion and skills which, in 2023, enabled us to improve the parameters of our industrial perfor- mance, our logistics and our sales. I would like to take this opportunity to express my sincere thanks to them.

This commitment is a reflection of our family-run business, guaranteeing the coherence of our Group's strategy over time. In 2023, a representative of the eighth generation of the Vicat family assumed operating functions in our company.

This commitment has enabled the Group to improve its safety results; to reduce its carbon footprint and its water consumption per metric ton of cement; to develop initiatives to protect and restore biodiversity; to offset the decline in the residential market with numerous infrastructure project orders, thanks to the recognized technicity of our products and services; to generate the best Group operating results since its creation and to further increase

the confidence financial institutions place in us.

2024 will see the launch of the "From low carbon to zero carbon" initiative. Apart from continuing our policy of modernization and decarbonization of our industrial processes, complemented by the market launch of sophisticated composite cements, we are committed to two ultimate decarbonation projects, with CO2 capture for landfill or for use in the manufacturing of synthetic fuels at our plants in Montalieu (France)

and in Lebec (California). The launches of these projects will require significant public aid.

In 2024, we anticipate further improvements in our industrial processes and our circular economy development polices. Our commercial efficiency in mature countries and growth in demand in so-called "emerging" countries" enable us to anticipate further growth in our sales and our earnings while our production base is unlikely to change significantly.

With these very positive prospects, I would like to wish you a pleasant reading of our Universal Registration Document, the complexity of which is imposed on us...

pending new non-financial presentation constraints likely to be added in 2025.

Guy SIDOS

Chairman and Chief Executive Officer

VICAT - 2023 UNIVERSAL REGISTRATION DOCUMENT

3

STRATEGY OF THE GROUP

A strategy that reflects

the fast-changing construction materials market

The Vicat Group's historic business is Cement. It is vertically integrated in the Concrete and Aggregates business lines when market conditions allow.

It benefits from synergies with complementary activities, in certain markets, to consolidate its range of products and services and to strengthen its regional positioning (for example Transport in France). It favors controlled development in its various businesses. The Group wants to achieve a balanced combination of dynamic internal growth, supported by industrial investment to meet market needs,

a selective external growth policy to address new markets with attractive growth potential or accelerate its vertical integration, and a harmonious development of its sites with respect for the environ- ment. The short- and medium-term objectives are to decarbonize its activities, ensure the safety of its employees, and create inclusion and value for all its stakeholders.

GROUP VALUES

Our teams are mobilized around five major principles that have been the keys to its success.

LOCAL PRESENCE

This illustrates the priority given by the Group to the local aspect with the implementation of "producing local to build local".

PARTNERSHIP COMMITMENT

This affirms the desire to build business relationships or collaborations in the regions, with all stakeholders, in a long-term approach.

RESPONSIBLE SUSTAINABILITY

It reflects the Group's commitment to integrate the impact of its actions on the environment and the quality of life of the people living in the regions where it operates. This is true not only for the latter but also for Group employees.

SHARED PASSION

This guarantees the commitment of employees to serve their customers.

TECHNICAL EXPERTISE

The Vicat Group's construction materials, which are designed, manufactured and used, require technical expertise to guarantee their quality.

The Group is developing this expertise primarily through its research and development laboratories based mainly at the Louis Vicat Technical Center in L'Isle d'Abeau. The Sigma Béton subsidiary has also developed a technical training center which provides training to both the Group's customers and Vicat employees.

4 2023 UNIVERSAL REGISTRATION DOCUMENT - VICAT

STRATEGY OF THE GROUP

THE GROUP'S STRENGTHS

Over the years, the Group has developed recognized expertise in its main businesses, with a multi-location approach which has led it to build strong regional positions and balance the distribution of its activities.

The Group's main strengths can be summarized as follows:

• INDUSTRIAL AND COMMERCIAL EXPERTISE in the Group's core businesses;
• A STABLE INDUSTRIAL POLICY prioritizing long- term control and management of geological reserves as well as maintaining a modern, high-performanceindustrial base;
• LONG-TERMSTRATEGY, assured by a family shareholding and management structure, since the family has managed the Company for over 170 years and boasts in-depthexperience
  of the businesses;

• A SOLID FINANCIAL STRUCTURE with levels
  of profitability enabling the Group, as has been the practice in the past, to finance its growth objectives from its own resources, thereby favoring the creation of value for shareholders;
• A DIVERSIFIED GEOGRAPHIC PRESENCE with strong regional positions.

These strengths allow the Group to vigorously respond to competitive pressure in certain of its markets and to position itself effectively on steadily growing markets by increasing its industrial production capacities, or through

acquisitions. The Company combines high operating margins and active management of the environmental aspects of its operations.

	Industrial	Stable
& commercial
	expertise	industrial
		policy
	CEMENT
	READY-MIXED CONCRETE
Diversied	AGGREGATES	Long-term
geographic
presence		strategy

Solid

nancial structure

VICAT - 2023 UNIVERSAL REGISTRATION DOCUMENT

5

STRATEGY OF THE GROUP

DEVELOPMENT STRATEGY

BY BUSINESS

CEMENT

Cement is the Group's main business, forming the base of its development and profitability. Growth in this business rests on three pillars:

• dynamic internal growth;
• external growth targeting markets with high development potential;
• and the construction of greenfield plants.

The Group's production facilities are described in section 1.1.1.3 of this document.

• INTERNAL GROWTH SUSTAINED BY INDUSTRIAL INVESTMENT

In the markets on which it operates, the Group deliberately sustains its industrial investment, with the following aims:

• first, modernizing its production facilities to improve the efficiency and economic performance of its factories and thus to have the industrial capacity to respond to intense competition;

• second, increasing its installed cement capacity to keep in step with its markets and to consolidate or increase its positions as a regional leader, as is the case with the commissioning in 2023 of the new Ragland kiln (United States), as well as the construction of the new clinker line in Senegal, to be commissioned in 2024.

The Group intends to take advantage of its strong market positions, the quality of its production facilities and its strict cost controls in order to maximize cash flow generation and cut debt, to enable further growth transactions.

The Group also wants to continue the industrial development of its businesses in general, and of its Cement business in particular, while also actively managing environmental aspects.

• EXTERNAL GROWTH

Targeted acquisitions in new high-potential markets

The Group's strategy is to penetrate new markets via the Cement business, in a highly selective manner. Accordingly, in pursuing external growth, the Group aims to satisfy all the following criteria:

• location near a significant market with attractive growth potential;
• long-termcontrol and management of geo- logical reserves (objective of 100 years for cement) and securing of operating licenses;
• net contribution by the project to the Group's results in the short term.

The Group's record of growth over the past 40 years illustrates the success of this policy to date.

• CONSTRUCTION OF GREENFIELDS

The Group may also seize opportunities to enter new developing markets by building new factories on greenfield sites.

Such projects are examined very selectively and must comply with the Group's previously -mentioned external growth criteria.

READY-MIXED CONCRETE

The Group is expanding in Ready-mixed Concrete in order to reinforce its Cement manufacturing business. This development strategy is proceeding according to the maturity of the relevant markets and their integration in this sector. The aim is to create a network of ready-mixed concrete batching plants around cement factories and close to its consumption markets, whether by constructing industrial sites or facilities or by acquiring existing producers. The Group's objective in investing in this business is vertical integration while prioritizing the flexibility and mobility of its production facilities and ensuring the profitability of the business. The Group's developments in France, Switzerland, Turkey, the United States and Brazil illustrate this strategy. In other markets such as India, Egypt and Senegal, the Group's strategy is to monitor trends in these markets so as to develop its activities once demand for ready-mixed concrete is sufficiently high.

AGGREGATES

The Group's presence in the Aggregates business is intended to provide a total response to its customers' demand for construction materials and to secure the aggregates resources necessary to develop the Ready-mixed Concrete activity. Development in this business relies on industrial acquisitions and investments intended to increase the capacity of existing installations and to open new quarries and installations.

Investments in this business take into account the following criteria:

• proximity to the end-markets and to the Group's concrete batching plants;
• control and management of major geological reserves (objective of more than 30 years);
• profitability specific to this business.

This development plan has been implemented successfully in France, Switzerland, Turkey, India, Senegal and Brazil.

6 2023 UNIVERSAL REGISTRATION DOCUMENT - VICAT

STRATEGY OF THE GROUP

DEVELOPMENT STRATEGY

BY GEOGRAPHICAL REGION

The Group operates in 12 countries. It generates 31% of its consolidated sales revenues in France, 10% in Europe (excluding France), 18% in the United States, and 41% in emerging markets (India, Kazakhstan, Egypt, Mali, Mauritania, Senegal, Turkey and Brazil).

The Group's strategy is to combine investments in developed countries, which generate more regular cash flows, with investments in emerging markets offering significant growth opportunities

in the longer term, but which remain subject to more significant market fluctuations, and thereby contribute to diversifying its geographic exposure.

Where the Group has entered a market through acquisition of a local producer, it offers its financial strength and its industrial and commercial expertise to optimize the economic performance of the acquired entity while capitalizing on the local identity of the acquired brands.

THE GROUP'S SUSTAINABILITY TARGETS

The Group has set the following sustainability targets:

CLIMATE

TARGETS

To contribute to the carbon neutrality of the entire value chain, an ambition for 2050.

By 2030:

1. Reduce Group emissions to
   497 kg CO2 net/mt cement eq.
   (430 kg CO2 net/mt cement eq. for Europe).
2. Defossilization: reach 50% of alternative fuels at the Group level, including 100% of alternative fuels in artificial cement manufacturing plants in Europe.
3. Reduce the clinker content of cement to 69%.
4. Reduce electricity-related emissions by 40% by 2030 (compared with 2020).
5. Initiate 2 CCU/CCS (carbon capture usage/ storage) projects by 2030.

OTHER SUSTAINABILITY

TARGETS

1. Produce locally prioritizing virtuous circular-economy solutions for sustainable cities.
2. Preserve the wealth of ecosystems encountered on the production sites by implementing initiatives in favor of biodiversity; developing products that help welcome biodiversity; optimizing forest management to increase carbon storage.
3. "Zero accidents" health and safety policy.
4. Increase the proportion of women
   in the overall workforce and in managerial positions.
5. Promote responsible and local procurement with suppliers.

VICAT - 2023 UNIVERSAL REGISTRATION DOCUMENT

7

FINANCIAL INDICATORS

Consolidated revenue	EBITDA(1)	Consolidated net income
(in millions of euros)	(in millions of euros)	(in millions of euros)

														295
			3,642	3,937					740
										222
		3,123					619	570
					557
2,740	2,805				526				172		175
							160
2019	2020	2021	2022	2023	2019	2020	2021	2022	2023	2019	2020	2021	2022	2023

Consolidated revenue for 2023	At €740 million, the Group's	Consolidated net income amounted
amounted to €3,937 million,	consolidated EBITDA was up +29.8%	to €295 million, up +68.3% on
up +8.1% on a reported basis	relative to 2022 and up +41.0% at	a reported basis, and +88.1% at
and up +19.6% at constant	constant scope and exchange rates.	constant scope and exchange rates.
scope and exchange rates
compared with 2022.

Cash flows from operations	Net industrial capital expenditure	Net debt/EBITDA
(in millions of euros)	disbursed (in millions of euros)

				589
		488											2.75
	460	461
425								2.45
										2.16	2.13
								408				1.92
							376
								300
						300
					223
2019	2020	2021	2022	2023	2019	2020	2021	2022	2023	2019	2020	2021	2022	2023

Operating cash flow amounted to	Net industrial capital	Leverage(2) was 1.92 times EBITDA
€589 million, generating	expenditure disbursed amounted to	at December 31, 2023.
free cash flow of €295 million	€300 million in 2023.
in 2023, compared with
- €121 million in 2022.

1. EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) is calculated as the sum of operating revenue, cost of goods sold, payroll expenses, taxes and duties and other ordinary income and expenses on ongoing business.
2. Leverage is a financial ratio used to determine ability to repay debt. It is the ratio of net debt to EBITDA.

8 2023 UNIVERSAL REGISTRATION DOCUMENT - VICAT